2016 Remuneration Report

Transcription

1 This 2016 remuneration report outlines the remuneration arrangements in place for the directors and executives of the Company and the Group in accordance with the Corporations Act 2001 and its Regulations (the Act). The information provided in this remuneration report has been audited as required by section 308(3C) of the Corporations Act For the purposes of this report, Key Management Personnel ( KMP ) of the Group are defined as those persons having authority and responsibility for planning, directing and controlling the major activities of the Company and the Group, directly or indirectly, including any director (whether executive or otherwise) of the parent company. For the purposes of this report, the term executive encompasses the managing director, senior executives and operations managers of the Company and the Group. (a) Directors and Key Management Personnel disclosed in this Report (i) Directors Brian Phillips Chairman (Non-Executive) Peter Harold Managing Director Christopher Langdon Director (Non-Executive) (to 30 June 2016) John Rowe Director (Non-Executive) Peter Sullivan Director (Non-executive) (appointed 1 October 2015) (ii) Named Executives Trevor Eton Chief Financial Officer & Company Secretary Terry Strong Chief Operating Officer Christopher Williams General Manager - Project Development & Technical Services (to 7 December 2015) Angus Thomson Executive GM - Business Development (to 10 August 2015) John Hicks General Manager - Exploration Tim Mason Manager Special Projects Mark Recklies Operations Manager - Savannah Tracey Ram General Manager - Human Resources (to 30 June 2016) (b) Remuneration Philosophy The performance of the Company depends upon the quality of its directors and executives. To prosper, the Company must attract, motivate and retain highly skilled directors and executives. To this end, the Company embodies the following principles in its remuneration framework: Provide competitive rewards to attract high calibre executives; Link executive rewards to shareholder value and company profits; Significant portion of executive remuneration 'at risk', dependent upon meeting pre-determined performance benchmarks; and Establish appropriate and demanding performance hurdles in relation to variable executive remuneration. (c) Remuneration Committee The Remuneration Committee of the Board of Directors of the Company is responsible for determining and reviewing compensation arrangements for the Managing Director and the senior executive team. The Remuneration Committee assess the appropriateness of the nature and amount of remuneration of executives on a periodic basis by reference to relevant employment market conditions, with the overall objective of ensuring maximum stakeholder benefit from the retention of a high quality, high performing and committed senior executive team. (d) Remuneration Structure In accordance with best practice corporate governance, the remuneration structure of the non-executive directors, and senior management, is separate and distinct.

2 (e) Use of remuneration consultants 2016 Remuneration Report Where appropriate, the Remuneration Committee and the Board seek advice from independent remuneration consultants to ensure the remuneration paid to the non-executive directors and senior management is appropriate and in line with the market. The Company did not receive independent remuneration advice during the financial as defined under the Corporations Amendment (Improving Accountability on Director and Executive Remuneration). (f) Non-executive director remuneration policy (i) Fixed Remuneration Objective The Board seeks to set aggregate remuneration at a level which provides the Company with the ability to attract and retain directors of the highest calibre, whilst incurring a cost which is acceptable to shareholders. Structure The Company's Constitution and the ASX Listing Rules specify that the aggregate remuneration of non-executive directors shall be determined from time to time by a general meeting of shareholders. An amount not exceeding the amount determined is then divided between the directors as agreed. The amount of aggregate remuneration sought to be approved by shareholders and the manner in which it is apportioned amongst directors is reviewed annually. The Board considers fees paid to non-executive directors of comparable companies when undertaking the annual review process. Each director receives a fee for being a director of the Company. This fee is inclusive for each Board committee on which a director sits. In recognition of the significant operational changes made across the consolidated entity during the financial, the Board reviewed and the non-executive directors agreed to accept a reduction in fees paid to non-executive directors on two separate occasions, in August 2015 and February As a result of the two changes, the Non-Executive Chairman s annual remuneration has been reduced from approximately $162,000 to $90,000 per annum (a 44% net reduction) and other non-executive director s annual remuneration has been reduced from approximately $113,000 to $65,000 per annum (a 42% net reduction). The fees paid to non-executive directors for the period ending 30 June 2016 are detailed in Table 1 of this report. Fees for the non-executive directors are determined within an aggregate directors fee pool limit of $600,000, which was last approved by shareholders on 20 November (ii) Variable Remuneration The Company does not reward non-executive directors with variable remuneration. Any shares in the Company that are held by non-executive directors at the date of this report are separately purchased and held by each director and have not been issued by the Company as part of each director s remuneration package. (g) Executive Remuneration Objective The Company aims to reward executives with a level and mix of remuneration commensurate with their position and responsibilities within the Company so as to: reward executives for Company, operating segment and individual performance against targets set by reference to appropriate benchmarks; align the interests of executives with those of shareholders; link reward with the strategic goals and the performance of the Company; and ensure total remuneration is competitive by market standards. Structure In determining the level and make-up of executive remuneration, the Remuneration Committee takes consideration of the current market levels of remuneration for comparable executive roles. It is the Remuneration Committee s policy that employment contracts are entered into with the Managing Director and other key management personnel.

3 Remuneration consists of the following key elements: 2016 Remuneration Report Fixed Remuneration (base salary, superannuation and non-monetary benefits); Variable Remuneration: - Short Term Incentive Bonus ( STIB ); and - Long Term Incentive ( LTI ). The proportion of fixed remuneration and variable remuneration (potential short term and long term incentives) is established for each senior executive by the Remuneration Committee. Table 1 details the variable component (%) of the Group s KMP. Where necessary, when the payment of superannuation on an individual s STI Bonus would cause the amount of superannuation in any financial to exceed the applicable statutory concessional maximum superannuation contribution limit, at the individual s discretion, an equivalent amount of employer superannuation is added to the executive s base cash salary. (i) Fixed Remuneration Objective The level of fixed remuneration is set so as to provide a base level of remuneration which is both appropriate to the position and is competitive in the market. Fixed remuneration is reviewed annually by the Remuneration Committee and the process consists of a review of Company-wide, business unit and individual performance, relevant comparative remuneration in the market and internal and, when appropriate, external advice on policies and practices. As noted above, the Remuneration Committee has access to external advice, independent of management. Structure Executives are given the opportunity to receive their fixed (primary) remuneration in a variety of forms including cash and fringe benefits. It is intended that the manner of payment chosen will be optimal for the recipient without creating undue cost for the Company. In recognition of the significant operational changes made across the consolidated entity during the financial, the Remuneration Committee reviewed and senior executives, with a base salary over $200,000 per annum, have agreed to accept a 10% reduction in base salary, effective 1 July The fixed remuneration component of the Group s key management personnel is detailed in Table 1. (ii) Variable Remuneration - Short-term Incentive Bonus (STIB) Objective The objective and intention of the executive STIB scheme is to encourage and provide a further incentive to executives to: (a) maximise the financial performance of the Company on a regular and consistent basis that is also consistent with the Company s Core Values; and (b) create and maintain a culture within all levels of the Company and Group such that the Company s Core Values are accepted, supported and actively promoted by all the employees of the Company and Group. The STIB scheme has been designed so as to provide sufficient incentive to the executives such that the cost to the Company is reasonable in the circumstances. Structure The current structure of the executive STIB scheme commenced from 1 January Calculation of the STIB The STIB is calculated annually at the end of the relevant financial ( Relevant Financial Year ). The STIB comprises two parts - the first part is based on the Company s financial performance; the second part is discretionary and based on the extent to which the Company and the Group, Managing Director, executives, and all employees have acted and performed in a manner consistent with the Company and the Group Core Values during the Relevant Financial Year. The STIB is paid in the next Financial Year.

4 STIB First Part - Cash Bonus based on Financial Performance A maximum Cash bonus (excluding statutory superannuation) will be paid to the executives if certain financial thresholds are met by the Company and the Group during the Relevant Financial Year ( Cash bonus ). The maximum Cash bonus will be calculated at the end of the Relevant Financial Year and paid in the next Financial Year using figures obtained from the audited financial statements of the consolidated entity for the Relevant Financial Year, in accordance with the following formula: CEXEC = [P - (E x 15%)] x 20%, where CEXEC = the maximum Cash bonus to be paid to executives for the Relevant Financial Year; P = Earnings Before Interest and Tax ( EBIT ) of the Company (on a consolidated basis) for the Relevant Financial Year; E = the average of (1) the Total Assets line item of the audited consolidated balance sheet of the Company (on a consolidated basis) for the Relevant Financial Year and (2) the Total Assets line item of the audited consolidated balance sheet of the Company for the immediately preceding the Relevant Financial Year. Total Assets includes current and non-current assets. STIB Second Part - Discretionary Cash Bonus based on Core Values In addition to the first part maximum STIB Cash bonus, the Company (in the sole and absolute discretion of the Remuneration Committee) may pay each executive on a case by case basis, a Discretionary Cash bonus ( Discretionary Cash bonus ). The Discretionary Cash bonus will be determined at the end of the Relevant Financial Year and paid in the next Financial Year taking into account the extent to which the Company, Managing Director, executives, and all employees have acted and performed in a manner consistent with the Company s Core Values during the Relevant Financial Year. The Company s Core Values are the core values of the Company as announced to the Australian Stock Exchange ( ASX ) from time to time by the Company, which as listed in the Managing Director s employment contract, are: Core Value One - to maintain and improve the Company s safety culture so every employee believes that safety is the Company s most important value in line with the Company s safety mantra: Vision, Commitment, Results: Core Value Two - to optimise the Company s metal production by focus on operations and the performance of the management team; Core Value Three - to maintain a programme to grow the Company s existing Resource and Reserve base; Core Value Four - seek to acquire additional assets so the Company pursues its aim to become a diversified mining house; and Core Value Five - maintain a steady return to Shareholders through dividends and/or increase in the value of the Company s shares. Maximum STIB In addition to the executive STIB scheme, and subject to the financial and operational performance of the Company and Group in the Relevant Financial, the Company may make discretionary STIB cash payments to the remaining employees of the Company and Group. To take account of the aggregation of the two annual STIB cash payments, the Remuneration Committee has set a maximum aggregate STIB Cash pool (including statutory superannuation) for the Company and Group to be calculated at the end of the Relevant Financial Year using figures obtained from the audited consolidated financial statements of the Company for the Relevant Financial Year, in accordance with the following formula: Cmax = P x 5%, where Cmax = the maximum aggregate Cash bonus to be paid to all Company and Group employees for the Relevant Financial Year; P = Earnings Before Interest and Tax ( EBIT ) of the Company (on a consolidated basis) for the Relevant Financial Year. Accrued and actual executive STIB payments Actual STIB payments granted to each executive are made in the next Financial Year (usually in October (60%) and the following April (40%)), when the audited consolidated financial statements of the Company for the Relevant Financial Year are known and the maximum executive STIB Cash pool (CEXEC) has been determined.

5 2016 Financial Year Based on the CEXEC calculation formula and forecast consolidated financial results, no aggregate executive STIB Cash bonus (First Part) was accrued in the 2016 consolidated financial statements. In addition, no Discretionary Cash bonus (Second Part) has been approved for payment in relation to the 2016 financial Financial Year Based on the CEXEC calculation formula and forecast consolidated financial results, no aggregate executive STIB Cash bonus (First Part) was accrued in the 2015 consolidated financial statements. In addition, no Discretionary Cash bonus (Second Part) has been approved for payment in relation to the 2015 financial. The short term incentive variable remuneration component of the Group s KMP is detailed in Table 1 (iii) Variable Remuneration - Long Term Incentive (LTI) Objective The objective of the LTI program is to reward and incentivise executives in a manner which aligns this element of remuneration with the creation of shareholder wealth. The Company s performance during the 2016 financial and for the previous four financial s, and its impact on shareholder wealth, is summarised in the table below. Year Ended 30 June Revenue and other income ($'000) 93, , , , ,549 Cost of production ($'000) (97,933) (155,048) (153,549) (145,012) (159,343) Royalties ($'000) (4,920) (11,948) (11,313) (9,283) (11,421) Exploration and evaluation ($'000) (2,358) (12,912) (3,186) (2,682) (6,704) Other expenses ($'000) (9,520) (9,789) (8,478) (11,625) (17,160) Depreciation and amortisation ($'000) (50,749) (62,124) (59,656) (54,386) (51,438) Impairment/write-back of assets ($'000) (81,377) 11,864 (13,119) (8,026) (7,202) Finance costs ($'000) (1,405) (998) (1,334) (1,563) (1,590) Profit /(loss) before tax ($'000) (154,821) (40,675) (11,130) (46,987) (21,309) Income tax benefit (expense) 10,462 11,827 1,808 15,302 3,097 Net profit/(loss) after tax ($'000) (144,359) (28,848) (9,322) (31,685) (18,212) Basic earnings/(loss) per share (cents) (42.7) (9.0) (3.1) (12.5) (8.6) Dividends per share (cents) Dividends pay out ratio (%) Market capitalisation ($'000) 57, , ,489 52, ,616 Closing share price ($ per share) Return on equity (%) (88.0) (18.1) (6.2) (22.9) (15.3) From 1 July 2014, LTI grants to executives are delivered in the form of performance rights to shares issued under the 2010 Panoramic Resources Limited Employee Share Plan ( 2010 ES Plan ), which was re-approved by the Company s shareholders on 30 July 2014 for ASX Listing Rule purposes. Under the structure, executives and senior employees will be invited each to receive a new grant of performance rights to shares every under the 2010 ES Plan, such that the LTI grant will now form a key component of their remuneration package. The LTI dollar value that senior executives and other senior employees will be entitled to receive is set at a fixed percentage of their annual Fixed Remuneration (base salary plus statutory superannuation) and will range from 17% to 100% of Fixed Remuneration depending on level and seniority and market conditions. The number of performance rights to shares to be granted is determined by dividing the LTI dollar value by the fair value ( FV ) of one performance right (as determined by an independent valuer). For the FY2016 grant of performance rights, the FV at 1 July 2015 was externally determined at $ Performance Conditions Performance rights will vest subject to meeting service and performance conditions as defined below: 75% of the performance rights will be performance tested against the relative total shareholder return ( TSR ) measure over a 3 period; and 25% of the performance rights will be performance tested against the reserve/resource growth over a 3 period. The performance conditions above that were endorsed by the Board and subsequently approved by shareholders on 30 July 2014, were chosen as they matched similar split performance conditions used in LTI Plans of other ASX listed resource companies.

6 The Company s TSR will be measured at the end of each financial against a customised peer group, which for the FY2016 grant of performance rights for the 3 period commencing 1 July 2015, comprised the following companies: - Altona Mining Limited - Independence Group NL - Aurelia Metals Limited - Mincor Resources NL - CuDeco Limited - Rex Minerals Limited - Heron Resources Limited - Sandfire Resources NL - Hillgrove Resources Limited - Poseidon Nickel Limited - Hot Chili Ltd - Western Areas Ltd The following table sets out the vesting outcome based on the Company s relative TSR performance: Relative TSR Rank Below 50% percentile At or above the 50th percentile but below the 75th percentile At or above 75th percentile % of Performance Rights No Performance Rights vesting 50% to 99% vesting (pro-rata on a straight line basis) of the Performance Rights 100% of Performance Rights vesting The second performance hurdle is the Company s metal reserve/resource growth net of depletion. Broadly, the quantum of the increase in reserves/resources will determine the number of performances rights to vest. The following table sets out the vesting outcome based on the Company s metal reserve/resource growth performance: Reserves and Resources Growth Performance Reserves and Resources depleted Reserves and Resources maintained Reserves and Resources grown by up to 30% Reserves and Reserves grown by 30% or more % of Performance Rights vesting No Performance Rights vesting 50% vesting of the Performance Rights Between 50% and 100% vesting (pro-rata on a straight line basis) of the Performance Rights 100% of Performance Rights vesting There will be no retesting of performance hurdles. It is only if one or both of these performance hurdles are passed and the 3 service condition is met that the performance rights can be exercised into Shares. No Hedging Contracts on LTI Grants The Company does not permit executives to enter into contracts to hedge their exposure to options or performance rights to shares granted as part of their remuneration package. This policy is strictly enforced by the Managing Director under the Company s Share Trading Policy detailed in the Corporate Governance. Table 3 provides details of performance rights to shares granted as compensation to the Managing Director and the named executives.

7 (h) Employment contracts (i) Non-Executive Chairman The Non-Executive Chairman, Brian Phillips, commenced in his role on 17 November 2011 under the following terms: Brian Phillips may resign from his position and thus terminate his directorship on written notice. The Company must provide 6 months written notice or provide payment in lieu of the notice period ($45,000), based on the fixed component of Brian Phillips remuneration if termination is initiated by the Company, except where termination is from serious misconduct. The Company may terminate his directorship at any time without notice if serious misconduct has occurred. In this situation, the Non-Executive Chairman is only entitled to that portion of remuneration which is fixed, and only up to the date of termination. (ii) Non-Executive Directors All other non-executive directors conduct their duties under the following terms: A non-executive director may resign from his position and thus terminate this contract on written notice. The Company may terminate a directorship by providing 6 months written notice or provide payment in lieu of the notice period (based on the fixed component of the non-executive director s remuneration) if termination is initiated by the Company, except where termination is from serious misconduct. Amount payable on Non-Executive Director termination John Rowe $32,500 Peter Sullivan $32,500 The Company may terminate a directorship at any time without notice if serious misconduct has occurred. Where termination with such cause occurs the non-executive director is only entitled to that portion of remuneration which is fixed, and only up to the date of termination. (iii) Managing Director The Managing Director, Peter Harold, is employed under a contract that commenced on 1 January The key features of his employment contract (Contract) are: The term of the Contract was initially for a minimum of 12 months, and is now able to be terminated on 6 months notice from Peter Harold, and on 12 months notice from the Company. Termination is immediate (with no payment in lieu of notice) under certain events. Since 1 January 2011, the fixed remuneration per annum of Peter Harold s Contract is subject to review on an annual basis. The Company may make STIB payments to Peter Harold, firstly, up to a maximum of 75% of Peter Harold s fixed remuneration per annum under the First Part (Financial Performance) of the executive STIB scheme, and secondly, up to a maximum of 25% of Peter Harold s fixed remuneration per annum under the discretionary Second Part (Core Values) of the executive STIB scheme. The Cash bonus under the First Part (Financial Performance) of the executive STIB scheme will be calculated at the end of the Relevant Financial Year using figures obtained from the audited consolidated financial statements of the Company for the Relevant Financial Year, in accordance with the following formula: CPH = [P (E x 15%)] x 2.5%, where CPH = the Cash bonus to be paid to Peter Harold for the Relevant Financial Year; P = Earnings Before Interest and Tax ( EBIT ) of the Company (on a consolidated basis) for the Relevant Financial Year; E = the average of (1) the Total Assets line item of the audited consolidated balance sheet of the Company (on a consolidated basis) for the Relevant Financial Year and (2) the Total Assets line item of the audited consolidated balance sheet of the Company for the immediately preceding the Relevant Financial Year. Total Assets includes current and non-current assets.

8 Peter Harold may resign from his position and thus terminate the Contract by giving 6 months written notice. Any vested unlisted options not exercised, if applicable, will be forfeited 4 weeks after notice of resignation. Peter Harold will not receive any accrued benefits of the executive STIB scheme in the event that he gives notice. Peter Harold accrues 5 weeks of annual leave entitlements per and 13 weeks of long service leave entitlements for every 10 s of service. If the Company terminates Peter Harold s Contract, other than lawfully in accordance with its terms, Peter Harold will be entitled to be paid his accrued First Part (Financial Performance) executive STIB at the time notice of the termination is given based on the calculated STIB at the end of the previous quarter in the Relevant Financial Year, up to the maximum of 75% of Peter Harold s fixed remuneration per annum. Any payment of a Cash bonus under the Second Part (Core Values) of the executive STIB scheme will be at the discretion of the Remuneration Committee. If Peter Harold works out the whole or any part of his notice period, he will be entitled to his accrued First Part (Financial Performance) executive STIB during the period after the notice is given until such time as he stops working. If there is a Change of Control Event, Peter Harold will be entitled to be paid his accrued First Part (Financial Performance) executive STIB at the time of the Change of Control based on the calculated STIB at the end of the previous quarter in the Relevant Financial Year, up to the maximum of 75% of Peter Harold s fixed remuneration per annum. Any payment of a Cash bonus under the Second Part (Core Values) of the executive STIB scheme will be at the discretion of the Board of Directors. If the Board of Directors is unable to determine for any reason the accrued and discretionary benefits to Peter Harold under the executive STIB scheme, Peter Harold will be entitled to be paid an accrued STIB based on 100% of Peter Harold s fixed remuneration per annum. From 1 July 2014 for the granting of performance rights to shares at zero cost under the 2010 ES Plan, subject to shareholder approval each, Peter Harold will be entitled to receive up to 100% of his annual Fixed Remuneration in performance rights to shares. On 20 November 2015 at a General Meeting of shareholders, Peter Harold was granted 1,450,000 FY2016 performance rights at zero cost under the 2010 ES Plan. The FV of each performance right on 20 November 2015 was externally determined at $ On 30 July 2014 at a General Meeting of shareholders, Peter Harold was granted 904,601 FY2015 performance rights at zero cost under the 2010 ES Plan. The FV of each performance right on 30 July 2014 was externally determined at $0.71. If Peter Harold s employment contract is terminated after a Change of Control of the Company, other than lawfully in accordance with its terms, then, the Company may determine in its sole and absolute discretion, the manner in which granted performance rights will be dealt with, including (but not limited to) allowing Peter Harold to exercise all or a proportion of their performance rights within such time as determined, after which the performance rights will lapse and be cancelled. The principal terms and conditions of the performance rights granted under the 2010 ES Plan.

9 (iv) Other Named Executives All other named executives are employed under individual open common law employment contracts. These executives and the commencement date of their contracts are as follows: Named Executive Date of Current Employment Contract Position Trevor Eton 8 January 2013 Chief Financial Officer & Company Secretary Terry Strong 6 February 2013 Chief Operating Officer Angus Thomson # 8 January 2013 Executive GM - Business Development Christopher Williams # 6 February 2013 General Manager - Project Dev' & Tech Services John Hicks 14 March 2014 General Manager - Exploration Tracey Ram # 1 January 2013 General Manager - Human Resources Tim Mason 1 December 2015 Manager Special Projects Mark Recklies 23 January 2013 Operations Manager - Savannah Project # the named executive s employment contract was terminated during the financial Employment Contracts The common key features of the above named executives employment contracts are: Each named executive may resign from their position and thus terminate their contract by giving 3 months written notice. Any vested unlisted options not exercised will be forfeited 4 weeks from the date of resignation. The Company may terminate a named executive s employment contract by providing 4 months written notice or provide payment based on each named executive s fixed remuneration per annum in lieu of the notice period. In the event of a termination in employment through a Change in Control of the Company, the Company will provide 6 months written notice or provide payment based on each named executive s fixed remuneration per annum in lieu of notice. The Company may terminate the contract at any time without notice if serious misconduct has occurred. When termination with such cause occurs, the named executive is only entitled to that portion of remuneration which is fixed, and only up to the date that notice of termination is given. On termination with such cause, any unvested options or LTI grants in the form of performance rights will immediately be forfeited. Any vested unlisted options not exercised within 4 weeks of such notice of termination will be forfeited. If a named executive s employment contract is terminated after a Change of Control of the Company, other than lawfully in accordance with its terms, then, the Company may determine in its sole and absolute discretion, the manner in which granted performance rights will be dealt with, including (but not limited to) allowing the named executive to exercise all or a proportion of their performance rights within such time as determined, after which the performance rights will lapse and be cancelled. Each named executive accrues 4 weeks of annual leave entitlements per and 13 weeks of long service leave entitlements for every 10 s of service. From 1 July 2014 for the granting of performance rights to shares at zero cost under the 2010 ES Plan, each named executive, depending on level and seniority, will be entitled to receive 17% to 75% of their annual Fixed Remuneration in performance rights. Each of the named executives were granted FY2015 performance rights and/or FY2016 performance rights at zero cost under the 2010 ES Plan, as shown in Table 3. The main terms and conditions of performance rights granted under the 2010 ES Plan:

10 (i) Details of Remuneration Table 1: Remuneration of Directors and Executive Officers The remuneration in Table 1 of each named person is the total of fixed remuneration (base salary, superannuation and non-monetary benefits) and variable remuneration (short term and long term incentives). Excluding the cash component of remuneration, the total remuneration shown is the amount expensed by the Company and does not, in every case, represent what each named individual ultimately received in cash Short-term benefits Post employment benefits Name Cash salary and fees Bonus(a) Other Super- Retirement annuation Benefits Share based payments Rights to shares (b) Termination / Resignation payments Total Performance related $ $ $ $ $ $ $ $ % Non-executive directors C D J Langdon (c) 91,491-4, ,576 - J Rowe 91,491-4, ,576 - P R Sullivan (d) 63,333-3, ,388 - B M Phillips 128,733-4, ,818 - Executive directors P J Harold 553,500-12,035 52, , , Executives T R Eton 300,600-12,035 28, , , C J Williams (e) 131,031-1,779 12,448 - (42,623) 302, ,040 - T J Strong 306,000-4,085 29, , , J D Hicks 230,000-12,035 21,850-55, , M A Recklies 261,250-4,085 24,819-62, , T S Mason 229,872-4,085 21,838-52, , A S Thomson (f) 24,474-1,319 2,325 - (48,919) 167, ,056 - T M Ram (g) 179,808-12,035 19,898 - (16,874) 114, ,855-2,591,583-78, , , ,250 4,019, (a) Includes the non-cash amortisation expense of the FY2015 and/or FY2016 LTI performance rights to shares over the period (b) For individuals who left the Company during the period, the total accumulated amortisation expense up to the date of departure has been reversed (c) Mr. C D J Langdon retired as a director on 30 June 2016 (d) Mr. P R Sullivan was appointed a director on 1 October 2015 (e) Mr. C J Williams left the Company on 7 December 2015 (f) Mr. A S Thomson left the Company on 10 August 2015 (g) Ms. T M Ram left the Company on 30 June 2016

11 2015 Short-term benefits Post employment benefits Name Cash salary and fees Bonus Other Super- Retirement annuation Benefits Share based payments Rights to shares (a)/(b) Termination / Resignation payments Total Performance related $ $ $ $ $ $ $ $ % Non-executive directors C D J Langdon 112,630-4, ,185 - J Rowe 112,630-4, ,185 - B M Phillips 161,597-4, ,152 - Executive directors P J Harold 553, ,217 11,210 66, , , Executives T R Eton 300,600 30,000 11,210 31,407-63, , T J Strong 302,250 43,125 4,555 32,811-63, , C J Williams 300,600-4,555 28,557-42, , J D Hicks 230,000 30,000 11,210 24,700-32, , M A Recklies 261,250 30,000 4,555 27,669-37, , T S Mason 220,000 30,000 4,555 23,750-31, , A S Thomson 230,000 30,000 10,985 24,700-48, , T M Ram 172,321 22,500 10,985 18,508-16, , ,957, ,842 87, , ,229, (a) Cash bonuses paid are in relation to the 2014 financial (b) Includes the non-cash amortisation expense of the FY2015 LTI performance rights to shares over the period (j) Details of share based compensation and bonuses Securities granted as part of remuneration during the Table 2: Securities granted as part of remuneration during the Options /16 No options were granted during 2015/16. Performance Rights to Shares /16 Performance rights to shares granted as compensation to key management personnel are shown in Table 3. Options /15 No options were granted during 2014/15. Performance Rights to Shares /15 Performance rights to shares granted as compensation to key management personnel are shown in Table 3. The FV of one performance right is determined using a Binomial valuation model (for non-market vesting conditions) and a Monte Carlo simulation model (for market vesting conditions), that takes into account the share price at grant date and expected price volatility of the underlying Share, the expected dividend yield and the riskfree rate for the term of the right at the date of grant. There were no ordinary shares issued to key management personnel on the exercise of securities during the financial and there have been no ordinary shares issued to key management personnel on the exercise of securities since 30 June 2016.

12 (a) Equity instrument disclosures relating to key management personnel Securities provided as remuneration Details of securities provided as remuneration are shown in Table 3. Security holdings The number of securities over ordinary shares in the Company held during the financial by the managing director of Panoramic Resources Limited and other key management personnel of the Group, including their personally related parties are provided in the following table. In the table provided, performance rights to shares are separately identified. Table 3: Securities holdings of managing director and specified executives start of the Granted as compensation Exercised Other changes# end of the Vested and exercisable Unvested 2016 Performance Rights Managing director of Panoramic Resources Limited P J Harold 904,601 1,450, ,354,601-2,354,601 Other key management personnel of the Group T R Eton 368, , , ,891 T J Strong 368, , , ,552 C J Williams 245, (245,640) J D Hicks 187, , , ,652 M A Recklies 213, , , ,317 T S Mason 179, , , ,319 A S Thomson 281, (281,922) T M Ram 97, ,617 - (253,860) ,847,532 3,740,222 - (781,422) 5,806,332-5,806,332 start of the Granted as compensation Exercised Other changes end of the Vested and exercisable Unvested 2015 Performance Rights Managing director of Panoramic Resources Limited P J Harold - 904, , ,601 Other key management personnel of the Group T R Eton - 368, , ,459 T J Strong - 368, , ,459 C J Williams - 245, , ,640 J D Hicks - 187, , ,948 M A Recklies - 213, , ,484 T S Mason - 179, , ,776 A S Thomson - 281, , ,922 T M Ram - 97, ,243-97,243-2,847, ,847,532-2,847,532 # Other changes relate to performance rights cancelled due to termination of employment

13 Share holdings The numbers of shares in the Company held during the financial by each director of Panoramic Resources Limited and other key management personnel of the Group, including their personally related parties, are set out below. There were no shares granted during the reporting period as remuneration Name Directors of Panoramic Resources Limited Ordinary shares the start of the Received during the on the exercise of options Received on vesting of rights to deferred shares Other changes during the end of the P J Harold 3,490, ,076,929 4,567,714 C D J Langdon 43, ,506 58,024 J Rowe 65, ,852 87,407 P R Sullivan B M Philips 65, , ,407 Other key management personnel of the Group Ordinary shares T R Eton 50, ,000 70,000 T J Strong 188, , ,001 A S Thomson C J Williams 155, (155,000) - J D Hicks 204, , ,751 T M Ram M A Recklies 100, ,000 T S Mason 1, ,340 4,364, ,397,171 5,761, Name Directors of Panoramic Resources Limited Ordinary shares the start of the Received during Received on the on the vesting of rights to exercise of options deferred shares Other changes during the end of the P J Harold 3,490, ,490,785 C D J Langdon 43, ,518 J Rowe 65, ,555 B M Philips 65, ,555 Other key management personnel of the Group Ordinary shares T R Eton 100, (50,000) 50,000 T J Strong 188, ,000 A S Thomson C J Williams 155, ,000 J D Hicks 204, ,500 T M Ram M A Recklies 100, ,000 T S Mason 1, ,560 4,414, (50,000) 4,364,473 All equity transactions with key management personnel other than those arising from the exercise of options or performance rights to shares have been entered into on terms and conditions no more favourable than those the Group would have adopted if dealing at arm's length.

14 Securities granted and exercised as part of remuneration for the ended 30 June 2016 and 30 June 2015 Value of securities granted during the Value of securities exercised during the Value of securities cancelled during the # 2016 $ $ $ (i) Performance Rights P J Harold 301, T R Eton 123, T J Strong 125, C J Williams ,840 J D Hicks 62, M A Recklies 71, A S Thomson ,972 T S Mason 60, T M Ram 32,576-91,894 Note: the value for each performance right to a share granted in 2015/16 to P J. Harold and the other named executives is $0.208 (the fair value (FV) determined on 20 November 2015). # Refer to Table 3 for the number of performance rights to shares cancelled Value of securities granted during the Value of securities exercised during the Value of securities cancelled during the 2015 $ $ $ (i) Performance Rights P J Harold 606, T R Eton 224, T J Strong 224, C J Williams 149, J D Hicks 114, M A Recklies 130, A S Thomson 171, T S Mason 109, T M Ram 59, Note: the value for each performance right to a share granted in 2014/15 to P J. Harold is $0.71 (the fair value (FV) determined on 30 July 2014). The value for each performance right to a share granted in 2014/15 to the other named executives is $0.67 (the fair value (FV) determined on 1 July 2014) There were no alterations to the terms and conditions of securities granted as remuneration since their grant date. There were performance rights to shares that were cancelled during the period on the date of the named executive s termination, as detailed in Table 3 of the remuneration report. There were no loans to directors or other key management personnel at any time during the ended 30 June There were no transactions involving key management personnel other than compensation and transaction concerning shares and performance rights to shares as discussed in the remuneration report.